Delaware
|
0-23071
|
31-1241495
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
THE
CHILDREN’S PLACE RETAIL STORES, INC.
By:
/s/
Susan
Riley
Name:
Susan Riley
Title:
Executive Vice President, Finance and Administration
Dated:
February 1,
2007
|
Exhibit No. | Description |
99.1 | Press Release of The Children’s Place Retail Stores, Inc. dated February 1, 2007 |
99.2 | Press Release of The Children’s Place Retail Stores, Inc. dated January 31, 2007 |
· |
As
previously announced, consolidated net sales for the third quarter
ended
October 28, 2006 increased 25% to $550.4 million compared to $441.0
million last year. Third quarter sales were comprised of $397.2 million
from The Children’s Place brand, a 24% increase over last year, and $153.2
million from Disney Store, a 27% increase over last
year.
|
· |
Consolidated
comparable store sales increased 14% in the quarter. The Children’s Place
brand’s comparable store sales increased 15% on top of last year’s 6%
increase. Disney Store’s comparable store sales increased 12%.
|
· |
Preliminary
operating income was $61.0 million, or 11.1% of net
sales.
|
· |
Preliminary
net income was $38.0 million including equity compensation expense
of $3.2
million, pre-tax, under SFAS 123R, which the Company adopted at the
beginning of fiscal 2006. Also included in third quarter net income
was
approximately $4.2 million in pre-tax expense ($1.1 million of which
is
non-cash) primarily due to the cost of conducting the stock option
investigation and other stock option related expenses.
|
· |
Preliminary
diluted shares outstanding in the third quarter were approximately
30
million shares.
|
· |
During
the third quarter, the Company opened 30 Children’s Place stores and
closed one. In addition, the Company opened 11 Disney
Stores.
|
· |
An
approximate $4 to $6 million tax benefit due to the utilization of
certain
foreign tax credits;
|
· |
approximately
$9 million, pre-tax, in costs in connection with the stock option
investigation and tax implications related to outstanding grants.
These
costs are subject to significant adjustment pending the review of
the
Company’s determination of the appropriate accounting for its previously
issued stock options, related discussions with the staff of the Securities
and Exchange Commission, and clarification of certain tax laws and
their
accounting impact; and
|
· |
approximately
$6 to $8 million in pre-tax write-offs due primarily to: i.) the
re-evaluation of a planned 42nd
Street store location in New York City to reflect configurations
currently
under consideration; and ii.) infrastructure investments that had
been
made in connection with Disneystore.com, as the Company is in discussions
with the Walt Disney Company to form an e-commerce alliance, in which
Disneystore.com would maintain a presence within Disney.com, in an
effort
to create a seamless experience for the guest.
|
Contact: | The Children’s Place Retail Stores,
Inc.
Susan
Riley, EVP, Finance & Administration, 201/558-2400
Heather
Anthony, Senior Director, Investor Relations, 201/558-2865
|
13
Weeks Ended
October 28, 2006
|
%
of
Sales
|
||||||
Net sales | $ | 550,410 | 100.0 | % | |||
Cost of sales | 309,930 | 56.3 | % | ||||
Gross profit | 240,480 | 43.7 | % | ||||
Selling, general and administrative expenses | 163,336 | 29.7 | % | ||||
Depreciation and amortization | 16,129 | 2.9 | % | ||||
Operating income | 61,015 | 11.1 | % | ||||
Interest income, net | 670 | 0.1 | % | ||||
Income before income taxes | 61,685 | 11.2 | % | ||||
Provision for income taxes | 23,689 | 4.3 | % | ||||
Net income | $ | 37,996 | 6.9 | % |
October
28, 2006
|
January
28, 2006
|
October
29, 2005
|
||||||||
Cash and cash equivalents | $ | 147,257 | $ | 173,323 | $ | 122,428 | ||||
Inventories | 302,394 | 214,702 | 261,160 | |||||||
Revolving credit facility | 0 | 0 | 55,299 | |||||||
Accounts payable | 127,673 | 82,826 | 87,282 |
Thirteen
Weeks Ended October 28, 2006
|
|||||||||||||
The
Children’s
Place
|
Disney
Store
|
Shared
Services
|
Total
Company
|
||||||||||
Net
sales
|
$
|
397.2
|
$
|
153.2
|
$
|
-
|
$
|
550.4
|
|||||
Segment
operating profit (loss)
|
78.5
|
10.4
|
(27.9
|
)
|
61.0
|
||||||||
Operating
profit as a percent of net sales
|
19.8
|
%
|
6.8
|
%
|
N/A
|
11.1
|
%
|
· |
There
was no conclusive evidence of intentional backdating of options or
other
misconduct in connection with the option grant
process.
|
· |
There
was no evidence of an intent to mislead about option grant dates or
exercise prices.
|
· |
No
member of management and no director engaged in improper self-dealing
in
connection with the option grants made by the
Company.
|
· |
All
Company personnel cooperated fully with the
investigation.
|
· |
The
Company did not maintain appropriate governance and other internal
controls, which resulted in errors in the dating of options and other
irregularities in option grants. In many instances options were dated
before all grant-making
processes were finalized. Consequently, in such instances the option
exercise price was lower than it should have been based on the trading
price on the date the grant process was completed and incorrect charges
were taken for the options for financial reporting purposes. Also,
in a
few instances, the Company may have selected grant dates with a view
toward upcoming disclosures.
|
· |
The
positions of Chair of the Board and Chief Executive Officer will be
separated, effective immediately. An independent director will be selected
to serve as non-executive Chair of the Board as soon as practicable.
Sally
Frame Kasaks, currently the Lead Director, will continue in such position
and act as Interim Chair until a permanent Chair is selected. Ezra
Dabah
will continue as Chief Executive Officer and as a member of the Board
of
Directors.
|
· |
The
Board of Directors will be expanded to include two new independent
directors, as soon as practicable. It is anticipated that, after this
expansion of the Board of Directors, an independent director will be
selected to serve as Chair of the Board on an ongoing
basis.
|
· |
The
new position of Executive Vice President, Finance and Administration
has
been established and Susan Riley, the Company’s Senior Vice President and
Chief Financial Officer, since April 2006, has been elected to this
position. Ms. Riley will be responsible for supervising the Company’s
finance, treasury, accounting, legal and human resource functions,
reporting to the Chief Executive Officer and the Board of Directors.
|
· |
At
the Board of Directors’ request, Steve Balasiano has relinquished his
responsibilities as Chief Administrative Officer, General Counsel and
Secretary, effective immediately. However, Mr. Balasiano will continue
as
a Senior Vice President with supervisory responsibility for the Company’s
real estate, construction and facilities, store design, and
non-merchandise purchasing. The Company will commence a search for
a new
General Counsel and Secretary
immediately.
|
· |
The
Board of Directors has commenced a comprehensive review, with the
assistance of independent counsel, of the Company’s governance system and
processes and its internal controls, and will make appropriate
improvements in the near-term.
|
· |
Under
the supervision of the Compensation Committee, the Company will institute
new policies, procedures and controls governing the grant of options
and
other equity incentives and related accounting and internal controls
based
on recognized best practices. No further equity grants will be made
until
these new policies, procedures and controls are
instituted.
|
· |
To
avoid any potential for benefit from the errors made in the option
grant
process, all non-management members
of the board of directors, and Messrs. Dabah, Balasiano and Neal
Goldberg, executive
officers of the Company, have voluntarily agreed to increase the exercise
price of each of their outstanding options to the trading price on
the
correct measurement date for the option grants for financial reporting
purposes as determined by the Company. In addition, any
non-management director
who received an option grant that was not implemented in accordance
with
best practices has agreed to increase further the exercise price of
such
options to the average of the highest and lowest closing price of the
shares during the remainder of the year of grant, even though such
price
may be above the trading price on the correct measurement date of the
grant.
|
· |
The
Company intends to honor all other original option grants made to
employees but expects to make an offer to the holders of options that
vested after 2004 to amend their options so as to increase the exercise
price to the trading price on the correct measurement date determined
by
the Company (or in certain instances to make certain other amendments
limiting the holders’ rights under the options). In addition, as part of
such offer, the Company will pay to such employees,
other than members of senior
management, cash bonuses in the amount of the difference. These amendments
to outstanding options are expected to permit the holders to qualify
under
certain transitional tax rules, so that an excise tax and certain other
unfavorable tax consequences instituted in 2004 that might otherwise
apply
to such options will not be applicable.
|
CONTACTS: |
The
Children’s Place Retail Stores, Inc.
Heather Anthony, Senior Director,
Investor
Relations, (201) 558-2865
Susan
LaBar, Manager, Investor Relations, (201) 453-6955
Media:
Financial
Dynamics
Hollis
Rafkin-Sax/Kal Goldberg, (212)
850-5600
|